Victorian Consolidated Legislation

Associations Incorporation Act 1981 - SECT 36D

Declaration of applied Corporations legislation matter

36D. Declaration of applied Corporations legislation matter



(1) The winding up of an incorporated association under Division 1 or 3 is
declared to be an applied Corporations legislation matter for the purposes of
Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the
provisions of Parts 5.5 (Voluntary winding up) and 5.6 (Winding up generally)
of the Corporations Act, subject to the following modifications-

   (a)  the modifications referred to in subsection (3); and

   (b)  in the case of a winding up under Division 3, the provisions of
        Part 5.6 of the Corporations Act apply as if-

   (i)  section 513B were omitted;

   (ii) after paragraph (b) of section 532(1) there were inserted- "or

   (c)  a person appointed by the Registrar as a liquidator of an incorporated
        association.";

   (iii) paragraph (c) of section 532(2) were omitted;

   (iv) in section 542(3), for paragraphs (b) and (c) there were substituted-

"(b) in the case of a winding up on the certificate of the Registrar-as the
Registrar directs."; and

   (ba) in the case of a winding up under Division 1, the provisions of
        Part 5.6 of the Corporations Act apply as if, after section 532(1)(b),
        there were inserted-

"; or

   (c)  in the case of an incorporated association with gross assets of $10
        000 or less or any higher amount that is prescribed, a person
        appointed by the incorporated association who is-

   (i)  a member of CPA Australia; or

   (ii) a member of the Institute of Chartered Accountants in Australia; or

   (iii) a person, or a member of a class of persons, approved by the
        Registrar whom the Registrar is satisfied has the requisite skills and
        experience to act as a liquidator of incorporated associations
        generally or for a specified incorporated association or class of
        incorporated associations."; and

   (c)  any other modifications (within the meaning of Part 3 of the
        Corporations (Ancillary Provisions) Act 2001) that are prescribed by
        the regulations.



Note Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for
the application of provisions of the Corporations Act and Part 3 of the ASIC
Act as laws of the State in respect of any matter declared by a law of the
State (whether with or without modification) to be an applied Corporations
legislation matter for the purposes of that Part in relation to those
Commonwealth provisions.

(2) The winding up of an incorporated association (other than by a voluntary
winding up) by the Court under Division 2 is declared to be an applied
Corporations legislation matter for the purposes of Part 3 of the
Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of
Part 5.7 (Winding up bodies other than companies) of the Corporations Act,
subject to the following modifications-

   (a)  the modifications referred to in subsection (3); and

   (b)  any other modifications (within the meaning of Part 3 of the
        Corporations (Ancillary Provisions) Act 2001) that are prescribed by
        the regulations.

Note Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for
the application of provisions of the Corporations Act and Part 3 of the ASIC
Act as laws of the State in respect of any matter declared by a law of the
State (whether with or without modification) to be an applied Corporations
legislation matter for the purposes of that Part in relation to those
Commonwealth provisions.

(3) The following modifications to the text of the Corporations Act apply for
the purposes of subsections (1) and (2)-

   (a)  a reference to a company or body is to be read as a reference to an
        incorporated association;

   (b)  a reference to the directors of a company is to be read as a reference
        to the members of the committee of an incorporated association;

   (c)  a reference to the secretary of a company is to be read as a reference
        to the public officer of an incorporated association;

   (d)  a reference to the principal place of business of a company is to be
        read as a reference to the registered address of an incorporated
        association;

   (e)  a reference to a company carrying on business or having a place of
        business is to be read as a reference to an incorporated association
        pursuing its objects;

   (f)  a reference to ASIC is to be read as a reference to the Registrar;

   (g)  a reference to a document in the prescribed form is to be read as a
        reference to a document in the corresponding form prescribed under the
        Corporations Act with all necessary modifications;

   (h)  a reference to the Court is to be read as a reference to the Supreme
        Court;

   (i)  a reference to the lodgement of a document is to be read as a
        reference to lodgement of that document with the Registrar;

   (j)  a reference to a company's constitution is to be read as a reference
        to an incorporated association's rules;

   (k)  a reference to a special resolution is to be read as a reference to a
        special resolution within the meaning of this Act;



   (l)  a reference to an officer of a company is to be read as a reference to
        a member of the committee of an incorporated association and, where
        applicable, a reference to a past officer is a reference to a past
        member of the committee of an incorporated association;

   (m)  a reference in sections 495, 542(1), 547 and 548 to a contributory of
        a company is to be read as a reference to a member of an incorporated
        association.

Division 5-Cancellation of incorporation

Subdivision 1-Cancellation on winding up or ceasing to operate